Cardinal Health CLO granted 6,378 RSUs

Cardinal Health Inc (CAH) reported that Chief Legal/Compliance Officer Jessica L. Mayer received a grant of 6,378 restricted share units (RSUs), which vest in three equal annual installments beginning on August 15, 2027.

Accepted by SEC EDGAR 08/18/2026 - 04:13 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cardinal Health Inc (CAH) reported that Chief Legal/Compliance Officer Jessica L. Mayer received a grant of 6,378 restricted share units (RSUs), which vest in three equal annual installments beginning on August 15, 2027. On the same date, 25,285 common shares were disposed of through withholding to satisfy her tax withholding obligations related to the vesting of 10,932 RSUs and 46,992 performance share units, valued at a reference price of $235.17 per share. These transactions reflect equity compensation and related tax withholding, not open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mayer Jessica L

Role Chief Legal/Compliance Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Shares F1	6,378	$0.00	$0.00
Tax Withholding	Common Shares F2, F3	25,285	$235.17	$5.95M

Holdings After Transaction: Common Shares — 62,512 shares (Direct)

Holdings Before and After: Common Shares, 81,419 to 62,512 shares (Direct)

Footnotes (3)

1. F1. Grant of restricted share units ("RSUs") that vest in three equal annual installments beginning on August 15, 2027.
2. F2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 10,932 RSUs and 46,992 performance share units.
3. F3. Reflects closing price on prior business day.

Key Figures

RSUs granted: 6,378 RSUs Vesting start date: August 15, 2027 Shares withheld for taxes: 25,285 shares +3 more

6 metrics

RSUs granted 6,378 RSUs Grant to Jessica L. Mayer on 2026-08-15, vesting over three years

Vesting start date August 15, 2027 First vesting date for the 6,378 RSUs, then annually in three equal installments

Shares withheld for taxes 25,285 shares Shares withheld to satisfy tax obligations on vesting of RSUs and PSUs

Reference share price $235.17 per share Closing price on prior business day used for tax-withholding share valuation

RSUs vested 10,932 RSUs Number of RSUs whose vesting triggered the tax-withholding transaction

Performance share units vested 46,992 performance share units PSUs whose vesting contributed to the tax-withholding share amount

Key Terms

restricted share units ("RSUs"), performance share units, withholding of shares, tax withholding obligations

4 terms

restricted share units ("RSUs") financial

"Grant of restricted share units ("RSUs") that vest in three equal annual"

performance share units financial

"vesting of 10,932 RSUs and 46,992 performance share units."

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

withholding of shares financial

"Represents withholding of shares to satisfy tax withholding obligations"

tax withholding obligations financial

"satisfy tax withholding obligations of the reporting person in connection"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Cardinal Health (CAH) grant to Jessica L. Mayer in this Form 4?

Jessica L. Mayer received a grant of 6,378 restricted share units (RSUs). These RSUs vest in three equal annual installments beginning on August 15, 2027, representing part of her long-term equity compensation from Cardinal Health.

Why were 25,285 Cardinal Health (CAH) shares disposed of in Jessica L. Mayer's Form 4?

The 25,285 common shares were withheld to cover tax withholding obligations. This withholding occurred in connection with the vesting of 10,932 RSUs and 46,992 performance share units, rather than an open-market sale initiated by Mayer.

At what price were the tax-withholding shares valued in the CAH Form 4 for Jessica L. Mayer?

The withheld shares were valued at $235.17 per share. A footnote explains this reflects the closing price on the prior business day, providing the reference value used for the tax-withholding share calculation.

How do Jessica L. Mayer’s new RSUs in CAH vest over time?

The 6,378 RSUs vest in three equal annual installments. Vesting begins on August 15, 2027, meaning one-third of the RSUs will vest each year over a three-year period, subject to the award’s terms.

Does Jessica L. Mayer’s CAH Form 4 show any open-market buying or selling of shares?

No, the Form 4 shows no open-market purchases or sales. It reports an equity award grant of RSUs and a withholding of shares to satisfy tax obligations on vesting, both common elements of executive compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mayer Jessica L

(Last) (First) (Middle)

7000 CARDINAL PLACE

(Street)

DUBLIN OHIO 43017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal/Compliance Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	08/15/2026		A(1)		6,378	A	$0	87,797	D
Common Shares	08/15/2026		F(2)		25,285	D	$235.17(3)	62,512	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted share units ("RSUs") that vest in three equal annual installments beginning on August 15, 2027.

2. Represents withholding of shares to satisfy tax withholding obligations of the reporting person in connection with the vesting of 10,932 RSUs and 46,992 performance share units.

3. Reflects closing price on prior business day.

Remarks:

	/s/ Amanda S. Pashi, Attorney-in-fact	08/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)